JBS USA FOOD COMPANY ANNOUNCES CASH TENDER OFFERS AND CONSENT SOLICITATION

GREELEY, Colo., June 6, 2022 /PRNewswire/ -- JBS USA Food Company announced today that it has commenced cash tender offers (each, a "Tender Offer" and collectively, the "Tender Offers") for (i) any and all of the outstanding U.S.$900,000,000 aggregate principal amount of 6.750% Senior Notes due 2028 issued by JBS USA Lux S.A., JBS USA Food Company and JBS USA Finance, Inc. (the "2028 Notes") and (ii) up to U.S.$300,000,000 aggregate principal amount (the "Maximum Tender Amount") of the outstanding U.S.$1,400,000,000 aggregate principal amount of 6.500% Senior Notes due 2029 issued by JBS USA Lux S.A., JBS USA Food Company and JBS USA Finance, Inc. (the "2029 Notes" and together with the 2028 Notes, the "Notes"). 

In conjunction with the 2028 Notes Tender Offer, JBS USA Food Company is also soliciting consents (the "Consent Solicitation") from the holders of the 2028 Notes for the adoption of proposed amendments (the "Proposed Amendments"), which would eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the indenture governing the 2028 Notes.  The Tender Offers and the Consent Solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated June 6, 2022 (as may be amended or supplemented from time to time, the "Offer to Purchase").

Holders who tender 2028 Notes must also consent to the Proposed Amendments to the indenture governing the 2028 Notes. Holders of 2028 Notes may not deliver consents to the Proposed Amendments without validly tendering the 2028 Notes in the 2028 Notes Tender Offer and may not revoke their consents without withdrawing the previously tendered 2028 Notes to which they relate. The Proposed Amendments will be set forth in a supplemental indenture relating to the 2028 Notes and are described in more detail in the Offer to Purchase. Adoption of the Proposed Amendments requires the delivery of consents by holders of 2028 Notes of a majority of the aggregate outstanding principal amount of 2028 Notes (not including any 2028 Notes which are owned by JBS S.A. or any of its affiliates).

Certain information regarding the Notes and the terms of the Tender Offers and the Consent Solicitation is summarized in the table below.

The deadline for holders to validly tender Notes and deliver consents and be eligible to receive payment of the Total Consideration (as defined below), which includes the Early Tender Payment (as defined below), will be 5:00 p.m., New York City time, on June 17, 2022, unless extended or earlier terminated by JBS USA Food Company (such date and time, as the same may be modified, the "Early Tender Payment Deadline"). The Tender Offers will expire at 11:59 PM, New York City time, on July 5, 2022, unless extended or earlier terminated by JBS USA Food Company (such date and time, as the same may be modified, the "Expiration Time"). 2028 Notes tendered may be withdrawn and consents for the Proposed Amendments delivered may be revoked at any time prior to the execution of the supplemental indenture (the date and time of such execution and delivery, the "2028 Notes Withdrawal Deadline"), but not thereafter, unless required by applicable law. 2029 Notes tendered may be withdrawn at any time prior to the Early Tender Payment Deadline (the "2029 Notes Withdrawal Deadline" and together with the 2028 Notes Withdrawal Deadline, the "Withdrawal Deadline"), but not thereafter, unless required by applicable law.

The total consideration payable to 2028 Notes Holders for each U.S.$1,000 principal amount of 2028 Notes validly tendered and purchased pursuant to the 2028 Notes Tender Offer will be U.S.$1,053.75 (the "2028 Notes Total Consideration"). The 2028 Notes Total Consideration includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of 2028 Notes (the "2028 Notes Early Tender Payment") payable only to 2028 Notes Holders who validly tender (and do not withdraw) their 2028 Notes and validly deliver (and do not revoke) the related 2028 Notes consents at or prior to the Early Tender Payment Deadline. 2028 Notes Holders who validly tender (and do not withdraw) their 2028 Notes after the Early Tender Payment Deadline but at or prior to the Expiration Time will be eligible to receive U.S.$1,023.75 per U.S.$1,000 principal amount of 2028 Notes (the "2028 Notes Tender Offer Consideration"), which amount will be equal to the 2028 Notes Total Consideration less the 2028 Notes Early Tender Payment. In addition, JBS USA Food Company will pay accrued and unpaid interest on the principal amount of 2028 Notes accepted for purchase from the most recent interest payment date on the 2028 Notes to, but not including, the applicable settlement date for such 2028 Notes (the "2028 Notes Accrued Interest"). Payment in cash of an amount equal to the 2028 Notes Total Consideration, plus 2028 Notes Accrued Interest, for such accepted 2028 Notes will be made on the 2028 Notes early settlement date, which is expected to be within three business days after the Early Tender Payment Deadline, or as promptly as practicable thereafter.

The total consideration payable to 2029 Notes Holders for each U.S.$1,000 principal amount of 2029 Notes validly tendered and purchased pursuant to the 2029 Notes Tender Offer will be U.S.$1,046.25 (the "2029 Notes Total Consideration", and together with the 2028 Notes Total Consideration, the "Total Consideration"). The 2029 Notes Total Consideration includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of 2029 Notes (the "2029 Notes Early Tender Payment", and together with the 2028 Notes Early Tender Payment, the "Early Tender Payment") payable only to 2029 Notes Holders who validly tender (and do not withdraw) their 2029 Notes at or prior to the Early Tender Payment Deadline. 2029 Notes Holders who validly tender (and do not withdraw) their 2029 Notes after the Early Tender Payment Deadline but at or prior to the Expiration Time will be eligible to receive U.S.$1,016.25 per U.S.$1,000 principal amount of 2029 Notes (the "2029 Notes Tender Offer Consideration", and together with the 2028 Notes Tender Offer Consideration, the "Tender Offer Consideration"), which amount will be equal to the 2029 Notes Total Consideration less the 2029 Notes Early Tender Payment. In addition, JBS USA Food Company will pay accrued and unpaid interest on the principal amount of 2029 Notes accepted for purchase from the most recent interest payment date on the 2029 Notes to, but not including, the applicable settlement date for such 2029 Notes (the "2029 Notes Accrued Interest", and together with the 2028 Notes Accrued Interest, the "Accrued Interest"). Payment in cash of an amount equal to the 2029 Notes Total Consideration, plus 2029 Notes Accrued Interest, for such accepted 2029 Notes will be made on the 2029 Notes early settlement date, which is expected to be within three business days after the Early Tender Payment Deadline, or as promptly as practicable thereafter. If 2029 Notes are validly tendered in an aggregate principal amount in excess of the Maximum Tender Amount pursuant to the 2029 Notes Tender Offer, such tendered 2029 Notes will be subject to proration (as described in the Offer to Purchase).  JBS USA Food Company reserves the right, but is not obligated, to increase the Maximum Tender Amount in its sole and absolute discretion without extending the Early Tender Payment Deadline or 2029 Notes Withdrawal Deadline or otherwise reinstating withdrawal or revocation rights, except as required by applicable law.

JBS USA Food Company's obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offers is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, a financing condition as described in the Offer to Purchase. In addition, subject to applicable law, JBS USA Food Company reserves the right, in its sole discretion, to (i) extend, terminate or withdraw the Tender Offers or the Consent Solicitation at any time or (ii) otherwise amend the Tender Offers or the Consent Solicitation in any respect at any time and from time to time. JBS USA Food Company further reserves the right, in its sole discretion, not to accept any tenders of Notes or deliveries of consents with respect to the 2028 Notes. JBS USA Food Company is making the Tender Offers and the Consent Solicitation only in those jurisdictions where it is legal to do so.

Barclays Capital Inc., BMO Capital Markets Corp., Mizuho Securities USA LLC, RBC Capital Markets, LLC and Truist Securities, Inc. are acting as dealer managers for the Tender Offers and as solicitation agents for the Consent Solicitation and can be contacted at their respective telephone numbers set forth on the back cover page of Offer to Purchase with questions regarding the Tender Offers and the Consent Solicitation.

Copies of the Offer to Purchase are available to holders of Notes from D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offers and the Consent Solicitation. Requests for copies of the Offer to Purchase should be directed to D.F. King at +1 (800) 967-7574 (toll free), +1 (212) 269-5550 (collect) or [email protected].

Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The Tender Offers and the Consent Solicitation are being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of JBS S.A. or any of its subsidiaries, including JBS USA Food Company. The Tender Offers and the Consent Solicitation are not being made to, nor will JBS USA Food Company accept tenders of Notes or accept deliveries of 2028 Notes Consents from, holders in any jurisdiction in which the Tender Offers and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities of blue sky laws of such jurisdiction. This press release also is not a solicitation of consents to the Proposed Amendments to the indenture governing the 2028 Notes. No recommendation is made as to whether holders should tender their Notes or deliver their consents with respect to the 2028 Notes. Holders should carefully read the Offer to Purchase because it contains important information, including the various terms and conditions of the Tender Offers and the Consent Solicitation.

Important Notice Regarding Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended.  Statements that are not historical facts, including statements about JBS S.A.'s perspectives and expectations, are forward-looking statements.  The words "expect," "believe," "estimate," "intend," "plan" and similar expressions, when related to JBS S.A. and its subsidiaries and affiliates, indicate forward-looking statements.  These statements reflect the current view of management and are subject to various risks and uncertainties.  These statements are based on various assumptions and factors, including general economic, market, industry and operational factors.  Any changes to these assumptions or factors may lead to practical results different from current expectations.  Forward-looking statements relate only to the date they were made and JBS S.A. undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

About JBS USA Lux S.A.

JBS USA Lux S.A. is one of the world's largest producers of beef, pork, chicken and packaged food products.  In terms of daily production capacity, JBS USA Lux S.A. is among the leading beef producers and the second-largest pork and chicken producer in the United States.  In Australia, JBS USA Lux S.A. is the leading producer of beef, lamb and packaged foods.  JBS USA Lux S.A. prepares, packages and delivers fresh, value-added and branded beef, pork, chicken, and lamb products to customers in more than 150 countries on six continents.  JBS USA Lux S.A. is an indirect, wholly-owned subsidiary of JBS S.A., the largest protein company and the largest food company in the world in terms of net revenue.

SOURCE JBS USA Food Company